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ADDITIONAL ASSISTANCE
Resources for Our Employees
Supervisor or Manager
You should begin by consulting the person who
best understands your area of responsibility: your
supervisor.
Human Resources
For employee-related issues, such as concerns
involving management and/or other employees,
you should contact your site Human Resources
representative.
Legal Department
The Legal Department can provide guidance with
questions concerning laws and acceptable business
practices. There are lawyers assigned to each
business group.
Finance Director
For questions concerning financial issues, you
may contact the Finance Director assigned to your
business unit.
Global Compliance Organization
Our divisional, regional and country compliance
officers can assist you with issues concerning
our policies and business practices. Additionally,
representatives of the Global Compliance
Organization, including the Office of Ethics, Privacy
Office and Global Safety and the Environment, are
available to assist you.
Office of Ethics
There may be situations when you would prefer to
discuss your questions or concerns about Our Values
and Standards with someone outside your division/
location. The Office of Ethics is a corporate resource
available to answer such questions or address
concerns. You are encouraged to contact the Office,
at any time, for any issue that relates to Our Values
and Standards, or to discuss concerns about possible
violations of our standards, laws or regulations.
Any employee or third party who raises a business
practices issue will be protected from retaliation. This
protection also extends to anyone giving information
in connection with an investigation.
TO CONTACT THE OFFICE OF
Direct Dial Telephone No.:
Toll-Free Telephone No.:
Confidential Fax No.:
ETHICS
1 (908) 423-4478
1 (800) 990-1146
1 (908) 735-1565
E-mail: maureen.mcgirr@merck.com
The AdviceLine
The AdviceLine is a confidential outside line made
available to you to discuss concerns and potential
violations of Our Values and Standards. It is available
24 hours a day, seven days a week. Language
translators are available to assist you.
TO CONTACT THE ADVICELINE
Online access at http://www.TheAdviceLine.com
Direct Dial Toll-Free Telephone: 1 (877) 319-0273
Call collect by contacting your local telephone
operator and requesting a connection to
1 (704) 323-4005
Kenneth C. Frazier
Chairman, President and Chief Executive Officer
TABLE OF CONTENTS
Introduction
Resources
Our Customers
Product and Service Quality
Adverse Experiences or Product Quality Complaints
Honest Communication
Clinical Trials
Scientific and Academic Integrity
Post-Marketing Clinical Trials
Gifts and Hospitality
Giving Gifts
Receiving Gifts
Providing Meals and Other Hospitality
Invitations to Conferences/Symposia
Fair Competition
Gathering Competitive Information
Data Protection and Patient/Consumer Privacy
Our Employees
Our Work Environment
Employee Privacy
Fair Treatment
Health and Safety
Drug and Alcohol Abuse
Workplace Harassment
Workplace Violence
Sexual Harassment
Hiring Relatives and Friends
Our Shareholders
Conflicts of Interest
Use of Corporate Assets
Personal Use of Communication Tools
Use of Social Media
Protection of Company Information
Accuracy of Books/Records
Accuracy of Public Disclosures
Insider Trading
Our Suppliers
Selection of Suppliers
Treatment of Suppliers
Receiving Gifts
Accepting Meals and Other Hospitality
Our Communities and Society
Philanthropy and Community Investment
Human Rights
Public Communications
Environmental Stewardship
Operating Practices
Animal Welfare
Improper Payments
Use and Selection of Agents
Compliance With Laws, Rules and Regulations
U.S. Health Care Laws
Boycotts
Economic Sanctions and Other Import/Export Regulations
Political Activities
Raising Concerns
Investigation of Possible Misconduct
Anonymity and Confidentiality
Retaliation
Management Responsibilities for Creating a Safe-to-Speak-Up Culture
Guidelines for Raising Concerns
Guidelines for Receiving Concerns
Glossary
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INTRODUCTION
PURPOSE
At Merck/MSD, our values and standards have
always formed the basis of our success. They
inspire trust and confidence on the part of the
medical community, government officials, regulatory
agencies, financial markets, our customers,
consumers and patientsall of whom are essential
to our success. Even more importantly, these values
inspire the trust and confidence of our employees
creating a sense of pride and a desire in each of us
to achieve great things at Merck/MSD. Yes, we care a
lot about the results we achieve. But we care just as
much about how we achieve them.
The past few years have brought great change to the
way we conduct our business. However, no matter
how we change and grow, the core of who we are
will always remain the sameproviding innovative,
distinctive products and services that save and
improve lives.
APPLICABILITY
This Code of Conduct and all relevant corporate
policies apply to everyone who conducts business
on behalf of Merck/MSDincluding employees,
executive officers (e.g., chief executive officer, chief
financial officer, controller, etc.), members of the
Board of Directors, agents, consultants, contract labor
or others, when handling Company matters. Should
exceptional employee situations warrant a waiver
of the Companys standards, the waiver must be
handled by a manager with the appropriate authority.
Executive officers or members of the Board of
Directors may be granted waivers only by the Board
of Directors or a Board Committee. Any such waiver
must itself be legal and promptly disclosed to our
shareholders.
ACCOUNTABILITY
Each of us is responsible for adhering to the values
and standards set forth in this Code, for compliance
with relevant Company policies and for raising
questions if we are uncertain as to whether or not the
standards are being met. Violations of the Code may
result in a variety of corrective actions, and in some
cases may result in disciplinary action up to and
including termination of employment.
AVAILABILITY
We believe that all of our stakeholders are entitled to
know about our business practices. The Our Values
and Standards booklet is available to the public and
can be accessed via our website at: www.Merck.com.
George W. Merck
The above comment by George W. Merck in 1950 that
medicine is for the people embodies our values
and our aspirations. But sometimes its not clear what
this means in our day-to-day activities and decision
making as members of the Merck/MSD community.
This booklet illustrates how our values are applied
through standards of conduct with each of our key
stakeholders: customers, employees, shareholders,
suppliers and communities.
Our
Customers
Our
Employees
Our
Shareholders
We seek to provide a
workplace atmosphere
that attracts highly talented people and helps them
achieve their full potential.
Each of us is responsible
for creating a climate of
trust and respect, and for
promoting a productive
work environment. These
responsibilities are embodied in our Leadership
Behaviors. See page 40.
Our
Suppliers
We believe in developing mutually beneficial
relationships with our
suppliers. We recognize
that they are important
partners in our success,
and we treat them with
honesty, fairness and
respect. We also expect
that they will conduct
business activities for
or on behalf of the
Company in accordance
with business standards
and values that align
with our own.
Our Communities
and Society
Being a good corporate
citizen means that we
comply with all applicable
laws, rules and regulations. Also, we serve our
society, from the local
communities in which we
operate to the national
and international levels,
by supporting a number
of programs, including
those that improve health
and promote environmental sustainability.
All of our activities are
guided by our corporate
responsibility principle
of Helping the World
Be Well.
RESOURCES
No guidelines, no matter how detailed, can possibly
anticipate all of the challenges we may face on the
job. That is why there are additional resources we can
use when we have questions about business conduct.
This booklet serves as a guide to our standards,
including frequently asked questions, and is not
intended to be an exhaustive description of the
Companys policies and standards. Throughout this
booklet you will find responses to real questions that
employees have raised. Supplementary information
on a number of issues may be found by referring to
the relevant corporate policies. These policies may be
accessed via the Intranet (http://policy.Merck.com).
If your questions are not fully addressed by these
resources, your next step should be to discuss your
questions with your manager. Other resources
are also availableincluding specialists in Legal,
Finance, Corporate Audit, Human Resources, Global
Compliance, the Office of Ethics and the AdviceLine.
(For more information on contacting and using these
resources, please see the Additional Assistance
Page.) You can use any of these resources when
you need clarification of policies, assistance in
dealing with gray areas or when you are concerned
about possible violations of our standards, laws
or regulations.
DECISION TEST
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OUR CUSTOMERS
PRODUCT AND SERVICE QUALITY
We are committed to meeting or exceeding customer
and regulatory requirements regarding the research,
development, manufacturing, packaging, testing,
supplying and marketing of our products. Quality
means consistently satisfying requirements and
expectations by delivering products and services
of the highest value in a timely manner. Our
customers include patients, consumers, health care
professionals, health care organizations, government
agencies, wholesalers and distributors.
Quality improvement in all areas of our business,
from product research in our laboratories to patient
use of our products and services, is imperative in
providing innovative products and services that
improve the quality of life. The achievement of our
quality goals and objectives depends on our ability
to listen to and respect customer needs in every
business activity.
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HONEST COMMUNICATION
Lives depend not only on the quality of our
products and services, but also on the quality of the
information we provide to the medical community
and general public. Information furnished to our
customers about our products and services, including
availability and delivery, must be useful, accurate,
supported by scientific evidence where relevant and
presented honestly, fairly and by proper means. This
means that promotional communications regarding
prescription drugs, biologics and vaccines include
a description of uses or dosage recommendations
and must also include (unless otherwise required
by law or regulation) a summary of side effects,
precautions, warnings and contraindications, as well
as effectiveness for the described indicated uses.
We do not communicate publicly with the intent
of promoting products for use before the product
is approved for such use. This does not, however,
restrict a full and proper exchange of scientific
information concerning a product, including
dissemination of research findings in scientific and
other communications media.
OUR CUSTOMERS
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Merck/MSD takes great care to protect the health and safety of clinical
trial participants. These two girls were in studies for SINGULAIR,
Merck/MSDs treatment for asthma in patients as young as 12 months
and seasonal allergic rhinitis in patients as young as 2 years.
CLINICAL TRIALS
Clinical trials determine the safety and efficacy of
our products in people who volunteer to participate
in our studies. It is, therefore, crucial that we conduct
these trials with the utmost regard for the health and
safety of participants while furthering the interests
of science and society. Detailed standards and
guidelines are available concerning clinical trials
and product protocols.
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A physician has advised me that a competitor is providing him with a payment for each
prescription he writes for their products. Is it
acceptable for me to do so?
No, this is not an acceptable practice. However, what may be happening is that the doctor
is participating in a bona fide post-marketing
clinical study. In that case, it may be appropriate to compensate the physician for his
additional workload while participating in the
study, but this is unrelated to the prescriptions that the physician writes.
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OUR CUSTOMERS
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We may accept meals or modest social entertainment, provided that it
meets Merck/MSD criteria.
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INVITATIONS TO CONFERENCES/SYMPOSIA
We are committed to conducting and participating
in educational programs that share medical and
scientific information. We recognize the importance
of ensuring that these activities are undertaken in
an appropriate and professional manner, with the
ultimate goal of improving patient care. However,
our standards do not necessarily take into account all
local legal requirements. Where more restrictive local
laws exist, those take precedence.
Our purpose in supporting scientific/educational
meetings is to improve patient care. Accordingly, the
meeting agenda must be appropriate for participants
and support the meetings scientific purpose. The
location should be selected on the basis of participant
travel convenience, cost and appropriateness for the
type of meeting and audience. Sponsorship decisions
must comply with local laws, local/regional Company
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OUR CUSTOMERS
FAIR COMPETITION
We believe that customers and society as a whole
benefit from fair, free and open markets. Therefore,
we compete on the merits of our products and
services and do not make agreements with
competitors to fix prices or to otherwise restrain
trade. Our principles of fair competition require that:
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e do not share or exchange price or bid
information with competitors. This includes
pricing policies, discounts, promotions, royalties,
warranties and terms and conditions of sale.
If a competitor volunteers such information,
whether in a trade association meeting or in a
physicians waiting room, we should terminate the
conversation immediately and bring the situation
to the attention of the Legal Department. While
the exchange may be intended innocently, it could
create the appearance of price-fixing or bid-rigging.
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e compete aggressively in every market for every
customer. We make no agreementsnor general
understandingswith competitors concerning
customers, distributors or territories.
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e do not mischaracterize or distort the products
or services of a competitor.
Our standards of fair competition are also a matter
of law in virtually every country in which we operate,
and there are additional legal requirements with
which we must comply. Every manager must ensure
that employees involved in marketing, sales and
purchasing are aware of the letter and spirit of our
standards and the applicable competition laws.
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We have just hired an employee from a competitor. How much information is he allowed
to volunteer about his former employer?
We must not allow the employee to volunteer, nor should we ask for, any proprietary
or confidential information about his former employer. Ask yourself if you would be
comfortable if a former Merck/MSD employee
shared such information with a competitor.
Additionally, there are legal implications
relating to the disclosure of confidential
information of other companies. For further
clarification, consult your manager or the
Legal Department.
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OUR CUSTOMERS
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ecurity and Transfer We must take reasonable
steps to protect personal information from loss,
misuse, unauthorized access, disclosure or
alteration. Additionally, transfer of data across
country borders requires additional safeguards
and scrutiny.
Protecting the privacy of personal information is also
a matter of law in almost every country in which we
operate. We must comply with all legal requirements,
in addition to our own Company standards. For
further information, contact the Privacy Office.
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OUR EMPLOYEES
OUR WORK ENVIRONMENT
We seek to provide a work environment that will
attract and retain highly talented people and help
them achieve their full potential. Each of us is
responsible for creating a climate of trust and respect,
and for promoting a productive work environment.
These responsibilities are described in our Leadership
Behaviors (see page 40), which serve as the
foundation for all our human resources policies,
practices and processes. The Leadership Behaviors
spell out specific behaviors that are expected of us.
We encourage open communication by being
receptive to the ideas and concerns of others, and we
offer and receive feedback constructively.
Employee Privacy
We respect the privacy and dignity of our fellow
employees and safeguard the confidentiality of
employee records. The Company collects and retains
personal information needed to support functions
such as benefits, compensation and payroll, as
well as for other purposes as required by law and
in accordance with the privacy notices we provide
to employees. We will protect private employee
personal information and use it only for legitimate
business purposes, in accordance with all relevant
laws. This commitment to protecting employee
privacy extends beyond the period of employment,
and includes information about former employees.
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Does the Company actively monitor Internet access or our e-mail? If so, under what
circumstances?
The Company accesses its communications
systems for a variety of business reasons. For
example, Company operations and network
staff may access e-mail in the course of
normal system maintenance, network administration or problem resolution. In addition,
management may authorize the monitoring
of e-mail usage to investigate inappropriate
use or theft of Company intellectual property
or for other business purposes in accordance with local laws. Depending upon the
circumstances, this may involve the reading or disclosure of e-mail messages. Similarly, as part of standard computer systems
administration, where allowed by law the
Company maintains logs of Internet usage
activity, which authorized personnel may use
to investigate performance concerns, security
incidents (e.g., network/system intrusions, inappropriate use or virus attacks) or for other
business purposes.
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OUR EMPLOYEES
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FAIR TREATMENT
To meet our long-term growth and efficiency
requirements, we must build an organization that
responds quickly to change and one in which all
employees can achieve their full potential. Differences
in backgrounds, experiences, perspectives and
talents are a fundamental strength of our global
Company. We treat each individual fairly, and
recruit, select, train, promote and pay based on
merit, experience and other work-related criteria. For
further information, contact your Human Resources
representative or the Corporate Human Resources
Diversity Department.
Fair treatment also means that we respect the rights
of our colleagues to constructively voice dissent or
to disagree. And likewise, it means that sometimes
we have to be willing to accept situations when
decision makers do not adopt our positions. We must
remember that open communications, including the
willingness to agree to disagree, are vital both
to a positive work environment and to our ultimate
business success.
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Is it really necessary to report a minor accident or injury? I dont want to jeopardize our
plants safety record.
Yes. To maintain safety performance excellence and to strive for an accident-free environment, you must report all accidents, no
matter how minor, and work-related injuries
to eliminate unsafe practices and conditions.
Reporting even minor work-related injuries,
minor accidents and near-misses is important, as it helps us to identify hazards and
take corrective action before serious injuries
can occur.
Our plant has safety guidelines that require
the removal of all jewelry. How will the
Company respond if an employee declines
to remove a piece of jewelry for religious
reasons?
The Company wishes to make reasonable
accommodations for employee religious
beliefs. It is possible that an alternative may
be found (e.g., if the item can be secured, this
may be permissible). However, if there is no
satisfactory alternative, then safety concerns
must take precedence. If you have additional
questions about what is acceptable, you
should consult your manager or the additional resources referenced in this booklet.
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Workplace Violence
We strive to maintain a work environment that
respects the dignity, safety and security of all
employees, is conducive to good job performance
and is free from all types of workplace violence. We
will not tolerate violence, threats, threatening and
malicious behavior, intimidation or any form of workplace violence from any source. Generally, we define
workplace violence to include intimidating or harassing conduct that has the effect of engendering fear in
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OUR EMPLOYEES
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Will the Company sometimes take a less appealing candidate as part of a package to get
a very desirable candidate?
The Companys policy is to hire applicants who
are qualified for the job in question. In rare
instances, such as when a husband and wife
both apply for positions with the Company, we
have considered both applications in concert.
The Company does this because we recognize
that hiring one spouse without the other could
be particularly problematic if, for example,
relocation is required. Yet, if either spouse fails
to meet the criteria for his/her position, we
would not extend a job offer to that individual.
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OUR SHAREHOLDERS
CONFLICTS OF INTEREST
We have a responsibility to our shareholders to make
decisions strictly on the basis of the Companys best
interests, without regard to personal concerns. A
potential conflict of interest arises when we become
involved, directly or indirectly, in outside activities
that could impair, or be perceived to impair, our
business judgment. We must avoid situations in
which our loyalty is, or appears to be, divided.
Examples of actual or potential conflicts of interest
include:
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aving a personal financial interest in a supplier,
customer, competitor or distributor;
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aving a close family member (e.g., spouse,
domestic partner, parent, parent-in-law or stepparent, sibling, sibling-in-law or step-sibling, childin-law or stepchild or the parent, sibling or child
of a domestic partner), or anyone you treat like a
family member (e.g., fianc), work for a supplier,
customer, competitor or distributor;
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eceiving any form of compensation from a
supplier, customer, competitor or distributor;
H
aving a personal interest or potential for gain in
any Company transactions;
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erving on an Advisory Board and/or Board of
Directors of an association or company that is in a
similar market/industry as Merck/MSD;
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aving a close family member work at an agency
that approves our drugs;
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iring an employee/consultant due to their family
relationship with government decision makers;
and
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aving outside (paid or non-paid) employment
with an organization that competes with our
Company.
The key to addressing conflicts of interest is full
disclosure. Often, just disclosing the potential conflict
to the Company is the only action required. If you
believe you may have a potential conflict of interest,
you must discuss the situation with your manager.
Certain employees, including directors, officers,
executives and other designated employees, must
file annual conflict of interest certifications describing
any actual or potential conflicts of interest. Company
loans to employees are particularly sensitive and
are subject to specific scrutiny. Company loans
to executive officers or members of the Board of
Directors are prohibited unless they were already in
existence on July 30, 2002.
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OUR SHAREHOLDERS
It is important to use good judgment in managing
your personal relationships with customers. If you
are unsure how to proceed, it is always prudent to
discuss the situation with your manager.
USE OF CORPORATE ASSETS
Our shareholders have a right to expect that the
Companys assets are properly maintained and used
in an economical and efficient manner. As a general
rule, we should not use Company equipment or
resources (excluding communication toolssee
below) for personal use. However, there may be
times when personal use of corporate resources
is acceptable. If you have questions about such
situations, discuss them with your manager.
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With the support of the Company, I am working on an advanced chemistry degree. May I
use Company laboratory equipment over the
weekend to further my studies?
No. Due to health, safety and other risks, personal use of Company laboratory equipment
is not permitted. For additional guidance,
please consult your local compliance officer.
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OUR SHAREHOLDERS
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nsure that you have the explicit appropriate
Senior Level Management approval to engage in
social media on behalf of the Company. Follow all
prescribed approval processes for the release of
information.
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e honest and transparent about who you are
and about your role and responsibilities at the
Company.
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dhere to all Company policies and procedures,
as well as to local laws.
Finally, all of us have the opportunity to help
safeguard the Company when engaging in social
media. If you find comments about Merck/MSD or
our products that may be important (either positive
or negative), forward them to the Designated Points
of Contact (DPOC) team no later than 24 hours after
learning about the experience. This is especially
important in the area of possible adverse events. Any
credible reports of side effects should be forwarded
to Global Safety for review and possible action. Refer
to http://ghh.merck.com/gma/dpoc.html to find your
DPOC team member.
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OUR SHAREHOLDERS
If you have concerns about any aspect of our
financial disclosures, you should discuss them with
your manager, the Finance organization, the Legal
Department, the Office of Ethics or the AdviceLine.
Any employee who is contacted by another
employee who is raising questions or concerns
about questionable accounting or auditing matters
must immediately report those concerns to the
Office of Ethics.
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INSIDER TRADING
Our Company strives to preserve fair and open
markets for the buying and selling of the Companys
securities. We may not buy or sell Merck/MSD
securities on the basis of nonpublic, material
information. Material (inside) information is
any information that a reasonable investor would
consider important in making investment decisions.
Examples may include knowledge about acquisitions,
divestitures, new products or processes, and financial
information such as corporate earnings. These same
restrictions apply to nonpublic material information
about other companies that we learn through our
capacity as employees.
We are also prohibited from disclosing nonpublic
material information to othersboth inside and
outside the Companywithout a legitimate business
reason and proper management authorization.
If we have inside information, we must refrain from
trading in the affected securities until the beginning
of the second full trading day after public disclosure
of the information. If you are in doubt as to whether
the purchase or sale of securities would violate our
insider trading standards, please consult with the
Legal Department.
OUR SUPPLIERS
SELECTION OF SUPPLIERS
We select goods and services that best contribute to
the long-term well-being of the Company. We choose
our suppliers based on price, quality, delivery,
service, diversity, reputation, environmental and
business practices. We also expect our suppliers
to support the core labor standards set out by the
International Labor Organization prohibitions against
child and forced labor.
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TREATMENT OF SUPPLIERS
We treat our suppliers and subcontractors with
fairness and integrity. We respect the terms and
conditions of agreements with suppliers and we
honor our commitments. We strive to pay on time
and are careful to protect the confidential and
proprietary information of our suppliers.
To ensure that all suppliers are given an opportunity
to compete for our business, we obtain competitive
bids where it is feasible to do so.
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Receiving Gifts1
As a common business courtesy, we may receive
occasional gifts, provided that:
The gift is of nominal value (e.g., pens, note
pads, calendars, etc.);
Doing so is legal; and
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he gift is neither intended nor likely to be
perceived by others to improperly influence our
business decisions.
Guidelines on Giving Gifts can be found in the section OUR CUSTOMERS on page 9.
Merck/MSD - Code of Conduct Edition III
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OUR SUPPLIERS
Occasionally, there may be times when refusing a gift
would be impractical or embarrassing. In those rare
instances where the gift is of substantial value, accept
the gift on behalf of the Company, report it to your
manager and turn the gift over to your local/regional
finance director, who will handle its disposition.
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W
e compensate our employees to ensure that
basic needs are met and provide our employees
with the opportunity to improve their skills and
capabilities;
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e do not discriminate at any level of the
organization on the basis of race, gender, age,
religious beliefs or any other legally protected
characteristic; and
We provide a safe and healthy work environment.
These standards demand respect for all individuals
and consideration of the interests of all of those
affected by and involved in our business. We also
create work environments where free discussion can
take root that respects the opinions of all employees,
as well as reward creativity and innovation. For more
information about the Companys policy on human
rights, please contact the Office of Ethics.
Corporate Responsibility
As a global health care leader, Merck/MSD
continuously ensures our corporate responsibility
is embedded within the Companys business
strategy and appropriately evolves as our
business does. This approach helps deliver on
our goal to create shared value that supports
both the needs of society and our business.
At the core of our strategy is Merck/MSDs
corporate responsibility value proposition:
Helping the world be well. The following four
areas make up our prioritized strategy to enhance
global well-being by: 1) improving access to
health, 2) demonstrating through our actions an
ethical and transparent approach, 3) operating in
an environmentally sustainable fashion, and 4)
starting at home with the well-being of our own
employees.
Acting ethically and transparently applies across
all areas of our business; improving access to
health is our largest area of focus given our
core business of discovering and developing
medicines and vaccines.
For more information, contact the Office of
Corporate Responsibility.
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veryone has the right to a safe and
healthy working environment;
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e earn the right to operate by being
effective stewards of the environment; and
Operating Practices
We work hard to establish best practice benchmarks
in all of our operations. To achieve this, we are
committed to meeting or exceeding industry
standards, such as Good Clinical Practices, Good
Laboratory Practices and Good Manufacturing
Practices.
Animal Welfare
We are committed to conducting all animal research
in an ethical and responsible manner. Our standards
on animal welfare include the following:
W
e thoroughly evaluate all planned animal studies
to minimize the use of research animals by seeking
alternatives wherever feasible.
W
e abide by generally accepted standards of
animal care. This means we avoid or minimize the
distress or discomfort to animals, minimize the
number of animals to obtain valid results and only
use them if their use is relevant for the study of
human or animal health or for the advancement of
scientific knowledge.
W
hile animals are in our care, we attend to their
well-being and treat them humanely.
All employees who are involved in the design
and conduct of studies involving animals must be
properly qualified. They must follow all Company
standards as well as all applicable laws and
regulations.
IMPROPER PAYMENTS
To promote good government and fair, impartial
administration of laws, we may not promise, offer or
make payment in money or anything of value to any
government official or political party with the intent to
obtain or maintain business, or any unfair competitive
advantage, or to improperly influence government
decisions.
Our standards do not necessarily take into account all
local legal requirements. Where more restrictive local
laws exist, those take precedence. Seek the advice of
the Legal Department if there is any uncertainty about
the propriety or legality of an action. For additional
information, refer to the Gifts and Hospitality section
on page 9.
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Q
A
Q
A
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Boycotts
As a U.S.-based company, all of our operations,
including foreign subsidiaries, must comply with U.S.
anti-boycott laws, which in general prohibit refusing
to do business with another country, company or
person. These laws primarily refer to the Arab
boycott of Israel. However, from time to time, other
boycott issues may arise. A variety of activities are
prohibited under anti-boycott laws, including:
F
urnishing information about Merck/MSDs or any
persons past, present or prospective relationship
with boycotted countries or blacklisted
companies; and
P
aying, honoring or confirming letters of credit
containing boycott provisions.
The laws also require that certain requests for
boycott information be reported to the U.S.
Government. Because anti-boycott legislation is complex, all such requests should be directed immediately to the Legal Department.
Economic Sanctions and Other Import/Export
Regulations
We may not export or sell drugs or products without
proper approvals by the Merck/MSD Research
Laboratories and the Clinical and Regulatory
Development Review Committee. In addition, the
drugs or products must meet the legal requirements
of the producing country and the countries to which
the drugs would be exported, as well as U.S. legal
requirements. Further, we may not import from or
export to countries against which there is a U.S.
embargo (e.g., Sudan or Cuba). We may not import
from or export to certain individuals or organizations
with which contact is prohibited by U.S. government
agencies.
Q
A
Q
A
Political Activities
Good corporate citizenship requires that we do not
unfairly or illegally influence the political process in
the communities in which we operate. Due to the
complexity and diversity of laws and regulations
governing corporate political activities, political
contributions and other related activities may
only be undertaken with the prior approval of the
General Counsel.
As private citizens, we may participate in the political
process, including contributing to candidates or
parties of our choice. However, we may not use
Company time, property or resources for our
personal political activities.
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RAISING CONCERNS
We hire employees with sound character and
judgment, whom we trust will act responsibly.
However, there may be times when we need to raise
concerns about behavior that we believe violates the
Companys values and standards. If you observe such
behavior, you have an obligation to discuss it with
the appropriate parties. Doing so will provide the
Company with the opportunity to address the concern
and to correct the problem. The reporting process
is flexible, allowing you to raise concerns through a
variety of channels. In many situations your manager
is the best first resource. For additional resources,
please refer to the Additional Assistance Page.
Q
A
What is the difference between the Ombudsman Program, the Office of Ethics and the
AdviceLine? How do I know which resource I
should use?
Your primary source of guidance is your supervisor or your manager. However, in those
instances when you may wish to speak with
someone outside your division or location,
the Company provides alternative resources
such as the Office of Ethics, the AdviceLine
and the Ombudsman Program.
T
he Ombudsman Program promotes the positive
and fair treatment of employees by providing
an alternative channel for use by employees to
address work-related concerns, including conduct
inconsistent with the Companys policies, practices,
values and standards. The program is designed
to provide a safe haven where these issues
can be addressed in confidence and without fear
of retaliation.
You may call either the Office of Ethics or the
Ombudsman Office to discuss matters in a
confidential environment. The AdviceLine offers
complete anonymity, as it is operated by an
external vendor.
Q
A
T
he Office of Ethics provides services to our
employees worldwide with ethical questions
or concerns. The Office of Ethics is responsible
for both the Ombudsman Program and the
AdviceLine.
T
he AdviceLine is available to employees around
the world 24 hours a day, seven days a week,
staffed by an outside organization. Employees
can remain anonymous when they contact the
AdviceLine either by telephone or Internet. When
an employee contacts the AdviceLine by telephone,
the operator will not directly provide advice to the
employee, but rather will relay the information to
the Office of Ethics, providing the employee with a
case number and a call-back date. While questions
and concerns raised to the AdviceLine will be
forwarded to the Office of Ethics for review, no
identifying information will be forwarded without
the callers consent.
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Q
A
Q
A
Q
A
Q
A
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RAISING CONCERNS
Employees can also report concerns anonymously
by using the AdviceLine, a line answered by a thirdparty vendor. Anonymous callers are provided with
a case number and instructed to call back within a
certain time frame to receive an update or to provide
additional information that may be necessary to
properly investigate their concern. To learn more
about the AdviceLine, please access the Office of
Ethics website at: http://ethics.Merck.com.
Q
A
RETALIATION
Employees who raise concerns help the Company
to correct problems before they grow. We will not
tolerate retaliation against any employee for raising
a business practices issue in good faith. Raising
a concern in good faith means that you have
made a genuine attempt to provide honest and
accurate information even if you are later proven to
be mistaken. The fact that an employee has raised
concerns in good faith, or has provided information
in an investigation, cannot be a basis for denial of
benefits, termination, demotion, suspension, threats,
harassment or discrimination. Similarly, employees
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Q
A
Q
A
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GLOSSARY
Adverse Experience
An unfavorable and/or unintended sign/symptom or disease experienced by a specific patient that occurs during use of a Merck/MSD product,
whether or not related to the use of the product. Adverse Experiences may include unfavorable side effects, worsening of a preexisting condition, toxicity (onset of a new disease), injury or death, allergic reactions or lack of effectiveness.
Bribery
Offering something of personal value to a decision maker, in order to receive favorable treatment, typically to secure or retain business, or
to obtain an improper advantage. Bribery can take the form of monetary instruments, such as cash, or can be anything of value (e.g., travel,
services, discounts, gifts, etc.).
Company Assets
Company assets are items of value to the Company. They include physical assetssuch as materials, supplies, products, equipment and
cashintangible assetssuch as information, brand value and employee timeand confidential information.
Confidential or Proprietary Information
Information of a technical, scientific or commercial nature that is neither generally known nor reasonably ascertainable. The following are
examples of confidential information: actual and pending contractual information; approval and launch dates; customer, consumer, patient and
supplier lists and information; filing dates; financial information; inventions; marketing strategy and plans; prices and costs; regulatory data;
research and development information; trade secrets such as know-how, formulae and processes; and unannounced products and
developments.
Conflicts of Interest
A conflict of interest is a situation where an employees personal interests conflict, or appear to conflict, with the interests of the Company. The
result is that the employees ability to make independent and objective decisions on behalf of the Company is, or appears to be, compromised.
Conflicts of interest typically stem from financial interests, family or other close relationships, or other outside interests or activities.
Ethical Conduct
Conduct that not only conforms with applicable laws but also maintains or strengthens the reputation of the Company, typically through meeting or exceeding the responsibilities to stakeholder groups.
Executive Committee (EC)
The Executive Committee is the senior management team of Merck/MSD, generally comprising key direct reports of the Chief Executive Officer. These leaders, representing diverse areas of the Company, meet regularly to review progress against Company goals and objectives.
Fraud
Fraud is a legal term with a different definition in each country. Typically it involves an action that is conducted with dishonesty, deception and
the intention of obtaining an undeserved benefit.
Good Faith
Raising a concern in good faith means that you have made a genuine attempt to provide honest and accurate information even if you are
later proven to be mistaken.
Government Official
An official, representative or employee of any government or any department or agency thereof, or any commercial entity in which a government body has an ownership interest or otherwise exerts control over such entity. It also includes officials of political parties and candidates
for political office.
Harassment
Workplace harassment is any action that creates an intimidating, hostile or offensive work environment.
Insider Trading
The buying or selling of corporate stock or securities on the basis of information that has not been made public.
Product Quality Complaint
A Product Quality Complaint is any communication that describes a potential defect related to the identity, strength, quality or purity of a product after it is released or distributed for use by a customer. Product Quality Complaints may include changes in product appearance, including
product packaging, strength, quality, delivery method, safety, purity or effectiveness.
Stakeholders
Individuals or groups to whom the Company has a responsibility. Typically the following five groups are considered stakeholders: customers
including patients and consumers, employees, shareholders, vendors and society/communities in which we operate.
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INDEX
Academic integrity, 9
Tickets, 26
Adverse experiences, 7
Harassment, 17, 18
Alcohol, 16, 17
Books or records, 23
Human rights, 27
Boycotts, 31
Insider trading, 24
Bribery, 9, 10
Communications, public, 28
Leadership principles, 40
Competitors
Fair competition, 12
Political activities, 31
Concerns
Receiving, 35, 36
Regulations, import/export, 31
Reported misconduct, 33
Relationships
Retaliation, 34
Shareholders, 19
Dating coworkers, 17
Romantic relationships, 17
Decision test, 6
Safety, 16, 29
Sample requests, 8
Scientific integrity, 9
Employment
Shareholders, 19, 20
Equal, 16, 18
Friends, 18
Relatives, 18
Environment, 28, 29
Work environment, 15
Fair treatment, 16
Protection, 34
Gifts
Workplace violence, 17
Conferences/symposia, 11, 12
Giving and receiving of, 9, 10, 25, 26
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CONFIDENTIALITY
The Company will not tolerate retaliation against any employee
who raises a business practices issue. Any employee who raises
a business practices issue will be protected from retaliation. This
protection extends to anyone giving information in relation to an
investigation. However, Merck/MSD reserves the right to discipline
anyone who knowingly makes a false accusation, provides false
information to the Company or has acted improperly.
When you contact the Office of Ethics to raise an issue, you may
remain anonymous, although you are encouraged to identify
yourself. Should you choose to identify yourself, the Office of Ethics
will make every reasonable effort to keep your identity confidential
in a manner consistent with conducting a thorough and fair
investigation as may be required under the law. To assist the Office
of Ethics in maintaining confidentiality, however, it is imperative that
you practice discretion and refrain from discussing your Office of
Ethics consultation with colleagues or coworkers.
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APPENDIX
Build Talent
B
uild diverse talent with the capabilities necessary to
succeed in our markets; inspire, reward and develop
to ensure individuals reach their potential; make tough
calls when necessary.
Demonstrate Ethics AND Integrity
A
dhere to the highest standards of trustworthy and
ethical behavior in all interactions and hold others to
the same standards; comply with all laws, policies and
regulations; identify and address ethical issues without
hesitation.
Drive Results
S
et clear performance standards; overcome obstacles;
hold ourselves and others accountable for achieving
results.
Foster Collaboration
A
ctively listen and seek to understand differing
perspectives; work together to achieve the common
goals of the new Merck.
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ACKNOWLEDGEMENT
OUR VALUES
IMPROVING HUMAN LIFE
Our business is preserving and improving human life. We also work to improve animal health.
All of our actions must be measured by our success in achieving these goals.
ETHICS & INTEGRITY
We are committed to the highest standards of ethics and integrity. We are responsible to our
customers, to Merck employees, to the environments we inhabit, and to the societies we serve
worldwide. In discharging our responsibilities, we do not take professional or ethical shortcuts.
Our interactions with all segments of society must be transparent and reflect the high
standards we profess.
INNOVATION
We are dedicated to the highest level of scientific excellence. Our research is guided by a
commitment to preserving human and animal health and the quality of life. We strive to identify
the most critical needs of consumers and customers, and through continuous innovation we
challenge ourselves to meet those needs.
ACCESS FOR ALL
We aspire to improve the health and wellness of people around the world by expanding access
to our medicines and vaccines. Creating new therapies is only the first step in battling disease
and promoting wellness on a global scale. Success can only be achieved when everyone
who needs our medicines and vaccines can get them. In the United States and abroad, weve
developed numerous programs to help improve access to our products so that all can benefit,
wherever they live.
DIVERSITY & TEAMWORK
Our ability to excel depends on the integrity, knowledge, imagination, skill, diversity and
teamwork of our employees. To this end, we work to create an environment of mutual respect,
encouragement and teamwork. We reward commitment and performance and are responsive
to the needs of our employees and their families.
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